Allocation of Gain or Loss. Upon the Sale of All or Substantially All of the Company’s Assets. Notwithstanding the provisions of Section 6.3:
Allocation of Gain or Loss. Upon Sale, Exchange, Or Disposition Subject to Section 5.6, for income tax purposes the gain realized upon the sale, exchange or other disposition of any Property will be allocated as follows:
(a) First, to and among the Members in an amount equal to the negative balances in their respective capital accounts (pro rata based on the respective amounts of such negative balances).
(b) Next, 100% to the Limited Members until the balance in each Limited Member's capital account equals the sum of such Limited Member's Adjusted Capital Contribution plus an amount equal to the Targeted Cumulative Distribution Amount to the extent not previously distributed pursuant to Section 5.2 and Section 5.4(a); (c) Next, 100% to the Managing Members as reimbursement for the cumulative amount of Yield Maintenance Distributions as yet unreimbursed; and, (d) The balance of any remaining gain will then be allocated 49% to the Limited Members and 51% to the Managing Members. Subject to Section 5.6, any loss on the sale, exchange or other disposition of any Property will be allocated 49% to the Limited Members and 51% to the Managing Members.
Allocation of Gain or Loss from Taxable Dispositions of Less Than All or Substantially All of the Property of the Company. Except as otherwise provided in Exhibit E hereto, in the event of any sale, exchange, or other disposition of any portion but less than all or substantially all of the Property of the Company ("Taxable Disposition"), the gain or loss resulting therefrom shall be allocated among the Members in proportion to their respective Membership Interests. For purposes of this Section 7.2, gain or loss arising from a Taxable Disposition shall be taken into account as of the date thereof.
Allocation of Gain or Loss from Taxable Dispositions of All or Substantially All of the Property of the Company. Except as otherwise provided in Exhibit E attached hereto, in the event of any sale, exchange, or other disposition of all or substantially all of the Property of the Company (also a "Taxable Disposition"), the gain or loss resulting therefrom shall be allocated among the Members as follows:
(a) Any gain realized by the Company upon the sale or other disposition of all or substantially all of the assets of the Company pursuant to the dissolution and liquidation of the Company shall be allocated among the Members (after crediting or charging to the Members' Capital Accounts, as the case may be, the appropriate portion of all Net Profit, Net Loss, gain or loss of the Company for the then current fiscal year in accordance with Sections 7.1 and 7.2 and all amounts distributed or to be distributed for such year under Sections 7.4), as follows and in the following order of priority:
(i) If the Capital Account of any Member shall have a negative balance, gain first shall be credited to the Capital Account of such Member until the balance equals zero. If the Capital Accounts of more than one Member shall have a negative balance, gain shall be credited to the Capital Accounts of all such Members with negative balances in the proportion which the negative balance of such Member bears to the negative balances of all such Members, until the balances of the Capital Accounts of all such Members shall equal zero; and
(ii) In the event that the Capital Account of any Member shall have a positive balance, gain next shall be credited to the Capital Accounts of the Members to the extent necessary to make the positive balance of each Member's Capital Account proportionate (in accordance with the Membership Interests of the Members in the Company) to the positive balance, if any, of the Member with the highest positive balance in his Capital Account at such time; and
(iii) The remaining balance of gain, if any, shall be credited to the Capital Accounts of the Members in accordance with the Membership Interests of the Members in the Company.
(b) Any loss incurred by the Company upon the sale or other disposition of all or substantially all of the assets of the Company pursuant to a dissolution and liquidation of the Company shall be allocated among the Members (after crediting or charging to the Members' Capital Accounts, as the case may be, the appropriate portion of all Net Profit. Net Loss,...
Allocation of Gain or Loss. Upon the Sale of All or Substantially All of the Company’s Assets 6.5 Regulatory Allocations and Allocation Limitations
Allocation of Gain or Loss. Upon Sale, Exchange or Other Disposition of All or Substantially All of the Assets of the Company. The gain or loss realized upon the sale, exchange or other disposition of all or substantially all the assets of the Company for book purposes, whether taxable or nontaxable, shall be allocated to each Member's Capital Account pro rata, in accordance with its respective Membership Percentage Interest.
Allocation of Gain or Loss. Arising from a Terminating Event
8.4.1 All income and gain recognized by the Partnership in connection with a Sale of Assets or the occurrence of another event causing termination of the Partnership (a "Terminating Event") shall be allocated among the Partners in the following priority:
(i) First, such income and gain shall be allocated to the Partners having deficit balances in their Capital Accounts (after such Capital Accounts have been adjusted to reflect all appropriate adjustments for the period prior to the Terminating Event, other than adjustments relating to the income, gain, loss, deductions and distributions arising from the Terminating Event) in proportion to and to the extent of the aggregate of such deficit Capital Accounts: and
(ii) Thereafter, any remaining income and gain shall be allocated among the Partners in accordance with their respective Percentage Interests as of the time of the Terminating Event.
8.4.2 Any net loss recognized by the Partnership in connection with a Terminating Event shall be allocated among the Partners in the following order of priority:
(i) First, if all the Partners have positive balances in their Capital Accounts (after such Capital Accounts have been adjusted to reflect all appropriate adjustments for the period prior to the Terminating Event, other than adjustments relating to the income, gain, loss, deductions and distributions arising from the Terminating Event), such net loss shall. to the extent possible, be allocated so that the ratio of the positive balance in each Partners Capital Account to the aggregate of all positive Capital Account balances is equal to his Percentage Interest;
(ii) Thereafter, any remaining net loss shall be allocated to the Partners with positive Capital Account balances, in proportion to and to the extent of such positive Capital Accounts balances; and
(iii) Any remaining net loss shall be allocated to the Partners in proportion to their Percentage Interests.
8.4.3 The Partners recognize that all or part of the gain. if any, recognized by the Partnership upon a Terminating Event may be treated as ordinary income for federal income tax purposes as a result of the application of Sections 1245 or 1250 of the Code ("Depreciation Recapture"). It is the Partners' understanding and agreement that, to the extent possible without increasing the total gain on such disposition allocated to a Partner pursuant to Section 8.4.1. the Depreciation Recapture will be allocated among the Partners...
Allocation of Gain or Loss upon the Sale of All or Substantially All of the Company’s Assets......................18 6.5 Regulatory Allocations and Allocation Limits..................................................................................................18 6.6
Allocation of Gain or Loss. As of each Valuation Date, the Plan Administrator shall credit to the Participant's Accounts, the income, gain and losses attributable to such accounts for the period from the last Valuation Date to the current Valuation Date.
Allocation of Gain or Loss. Upon the Sale of All or Substantially All -------------------------------------------------------------------- of the Company's Assets. -----------------------
(a) Allocation of Gain. Any income or gain from the sale or exchange of all or substantially all of the Company's assets shall be allocated, first, to those Members with capital account balances less than the amounts of their respective Capital Contributions that have not previously been distributed, that amount of income or gain, if any, necessary to increase their capital account balances to the amount of their Capital Contributions not previously distributed; and thereafter, the remaining income or gain, if any, shall be allocated to the Members, ratably in proportion to their Percentage Interests.
